Common use of Grant of Licence Clause in Contracts

Grant of Licence. 2.1 Subject to the terms and conditions of this Agreement, the Crown hereby grants to the Licensee a non-exclusive, non-transferable, non-assignable right and licence to exercise all of the Crown’s Intellectual Property Rights and the Crown’s Licensed Intellectual Property Rights, in the CHS Data and Products set out in Schedule “E” attached hereto, for the purposes of: (a) reproducing, translating, modifying and using in any way the CHS Data and Products in order to make, or cause to be made, Paper VAR Products and Updates, or integrate it into existing Paper VAR Products and Updates; and (b) reproducing and distributing on a wholesale or retail basis Paper VAR Products and Updates containing CHS Data and Products. 2.2 The Licensee shall have the right to use the CHS Data and Products for demonstration, marketing and such other purposes directly connected with this Agreement. 2.3 The Licensee shall not modify, amend, add to or in any way alter any CHS Data and Products supplied to it under this Agreement, except as expressly authorised under this Agreement or with CHS’ prior written consent. 2.4 The Licensee shall not permit or grant sublicences to anyone else to reproduce or distribute the CHS Data or Products, or use the CHS Data or Products to update or develop products. 2.5 It is acknowledged and agreed by the Parties that CHS may, at its discretion and on any terms and conditions that CHS may choose, provide the CHS Data and Products directly to any Canadian federal or provincial government department and/or agency, to any Canadian university or other educational institution, to any not-for-profit organization, or to any hydrographic office. 2.6 This licence is valid for the Paper VAR Products and Updates specified in the Application Form signed and attached as Schedule “D” to this Agreement.

Grant of Licence. 2.1 Subject to the terms and conditions of this Agreement, the Crown hereby grants to the Licensee a non-exclusive, non-transferable, non-assignable right and licence to exercise all of the Crown’s Intellectual Property Rights and the Crown’s Licensed Intellectual Property Rights, in the CHS Digital Data and Products set out in Schedule “E” attached hereto, for the purposes of: (a) reproducing, translating, modifying and using in any way the CHS Digital Data and Products and/or the CHS Digital Data and Product Updates in order to make, or cause to be made, Paper VAR Products and Updates, VAR Product Updates or integrate it into existing Paper VAR Products and VAR Product Updates; and; (b) reproducing and distributing on a wholesale or retail basis Paper licensing to End Users such of the CHS Digital Data and Products and CHS Digital Data and Product Updates as is incorporated in the VAR Products and/or VAR Product Updates, provided such licences shall be evidenced in writing and Updates containing CHS Data shall be consistent with the terms and Productsconditions contained herein, including clauses 3.1, 3.2, 3.3, 3.4, 3.8, 11.0, 13.0 and 14.0. 2.2 The Licensee shall not distribute official Canadian Hydrographic Service ENCs in SENC format. SENC distribution from official CHS ENCs is an authorized CHS digital dealer activity, for which a CHS Digital Dealer licence agreement is required. 2.3 The Licensee shall have the right to use the CHS Digital Data and Products and CHS Digital Data and Product Updates for demonstration, marketing and such other purposes directly connected with this Agreement. 2.3 2.4 The Licensee shall not modify, amend, add to or in any way alter any CHS Digital Data and Products or CHS Digital Data and Product Updates supplied to it under this Agreement, except as expressly authorised under this Agreement or with CHS’ prior written consent. 2.4 2.5 The Licensee shall not permit issue a sublicence to a dealer or grant sublicences to anyone else to reproduce or distribute the CHS Data or Products, or use the CHS Data or Products to update or develop productsvalue-added reseller. 2.5 2.6 It is acknowledged and agreed by the Parties that CHS may, at its discretion and on any terms and conditions that CHS may choose, provide the CHS Digital Data and Products directly to any Canadian federal or provincial government department and/or agency, to any Canadian university or other educational institution, to any not-for-profit organization, or to any hydrographic office. 2.6 2.7 This licence is valid only for the Paper VAR Products and VAR Product Updates specified at the Licensee's Estimated Price set out in the signed CHS Application Form signed and Order Form attached as Schedule “D” to this Agreement.

Grant of Licence. 2.1 Subject to the terms and conditions of this Agreement, the Crown hereby grants to the Licensee a non-exclusive, non-transferable, non-assignable right and licence to exercise all of the Crown’s Intellectual Property Rights and the Crown’s Licensed Intellectual Property Rights, in the CHS Digital Data and Products set out in Schedule “E” attached hereto, for the purposes of: (a) reproducing, translating, modifying and using in any way the CHS Digital Data and Products and/or the CHS Digital Data and Product Updates in order to make, or cause to be made, Paper VAR Products and Updates, VAR Product Updates or integrate it into existing Paper VAR Products and VAR Product Updates; and; (b) reproducing and distributing on a wholesale or retail basis Paper licensing to End Users such of the CHS Digital Data and Products and CHS Digital Data and Product Updates as is incorporated in the VAR Products and/or VAR Product Updates, provided such licences shall be evidenced in writing and Updates containing CHS Data shall be consistent with the terms and Productsconditions contained herein, including clauses 3.1, 3.2, 3.3, 3.4, 3.8, 11.0, 13.0 and 14.0. 2.2 The Licensee shall not distribute official Canadian Hydrographic Service ENCs in SENC format. SENC distribution from official CHS ENCs is an authorized CHS digital dealer activity, for which a CHS Digital Dealer licence agreement is required. 2.3 The Licensee shall have the right to use the CHS Digital Data and Products and CHS Digital Data and Product Updates for demonstration, marketing and such other purposes directly connected with this Agreement. 2.3 2.4 The Licensee shall not modify, amend, add to or in any way alter any CHS Digital Data and Products or CHS Digital Data and Product Updates supplied to it under this Agreement, except as expressly authorised under this Agreement or with CHS’ prior written consent. 2.4 2.5 The Licensee shall not permit issue a sublicence to a dealer or grant sublicences to anyone else to reproduce or distribute the CHS Data or Products, or use the CHS Data or Products to update or develop productsvalue-added reseller. 2.5 2.6 It is acknowledged and agreed by the Parties that CHS may, at its discretion and on any terms and conditions that CHS may choose, provide the CHS Digital Data and Products directly to any Canadian federal or provincial government department and/or agency, to any Canadian university or other educational institution, to any not-for-profit organization, or to any hydrographic office. 2.6 2.7 This licence is valid only for the Paper VAR Products and VAR Product Updates specified at the Licensee's Estimated Price set out in the signed CHS Intellectual Property Application Form signed and attached as Schedule “D” to this Agreement. 2.8 The Licensee shall not: (a) create VAR Products and VAR Product Updates that may be confusingly similar to the CHS Digital Data and Products or CHS Digital Data and Products Updates; or (b) display CHS Digital Data and Products and/or CHS Digital Data and Products Updates without other content being clearly visible at all times (i.e. the Licensee’s value-adding content is readily identifiable), as reasonably determined by CHS.